Pennsylvania law controls the disposition of this diversity action. Erie Railroad Co. v. Tompkins, 304 U.S. 64, 78, 82 L. Ed. 1188, 58 S. Ct. 817 (1938). It is well settled that in the area of employment relations, Pennsylvania still adheres to the "at-will" rule. Veno v. Meredith, 357 Pa. Super. 85, 515 A.2d 571, 576 (1986); Darlington v. General Electric, 350 Pa. Super. 183, 504 A.2d 306, 310 (1986). The at-will rule has been recognized by Pennsylvania courts since at least 1881, and it provides that, absent a contract, employees may be discharged at any time, for any reason, or for no reason at all. Darlington, 504 A.2d at 309. The at-will rule is so well entrenched under Pennsylvania common law that the modification of an at-will relationship to one that cannot be severed except without "just cause" is such a substantial modification that a very clear statement of an intention so to modify the contract is required. Veno, 515 A.2d at 578 (citing Martin v. Capitol Cities Media, Inc., 354 Pa. Super. 199, 511 A.2d 830 (1986)). The question then, for our purposes, is whether the contractual agreements entered into between Schleig and COMSAT, and Houseknecht and Swank and COMSAT, clearly indicate that the parties intended to modify the at-will rule.

Schleig was told that COMSAT would have a contract with INTELSAT until November, 1989, and he inferred from this that he would have a position with COMSAT until at least November, 1989. (Amended Complaint, para. 10). Schleig concedes, however, that no one ever told him that he was guaranteed work for a five year period with COMSAT. (Schleig Deposition at 142). Schleig cites no other documents that show that COMSAT promised to employ him for a specific term of years. Accordingly, we conclude that there was no clear statement on the part of COMSAT that it intended to hire Schleig for a specified term of years. Rather, it is clear that COMSAT intended to hire Schleig in support of the COMSAT/INTELSAT contract and that Schleig received no assurances from COMSAT that it intended to use him in connection with any work other than that associated with the COMSAT/INTELSAT contract.

Similarly, Houseknecht and Swank are also unable to cite any clear statement to indicate that COMSAT intended to modify the at-will employment relationship which they had with COMSAT prior to 1985. In claiming that such a contract existed, they rely exclusively upon a June 24, 1985, COMSAT memorandum that referred to the COMSAT/INTELSAT contract, and which stated that it "is currently scheduled to end on [sic] November, 1989." This memorandum does not constitute a promise by COMSAT to Houseknecht and Swank that it intended to keep them as employees of COMSAT until November, 1989, no matter what.

In Clay v. Advanced Computer Applications, Inc., 370 Pa. Super. 497, 536 A.2d 1375, 1383 (1988) (en banc), the Pennsylvania Superior Court stated that it would not give legal significance to vague promises or to statements that reflect only the aspirations or hopes of the employer, whether written or spoken. In the case before us, J.R. Silvius, the Station Director of COMSAT at Roaring Creek, Pennsylvania, told Schleig that under an existing contract between COMSAT and INTELSAT, the position of technician was available and would be in effect until at least November, 1989. Schleig states that at the time Silvius made the statement, he thought that Silvius believed that this representation was true. (Schleig Deposition at 77). Schleig also states, however, that Silvius must have had reason to believe otherwise because Article 7 of the COMSAT/INTELSAT contract provided that INTELSAT could cancel the contract at any time. (Schleig Deposition at 76). These two facts suggest that although Silvius believed the COMSAT/INTELSAT contract would not be cancelled before November, 1989, he was also aware of the possibility that it could be cancelled. Silvius's representations to Schleig at best reflected his expectation that the COMSAT/INTELSAT contract would not be cancelled before November, 1989. Silvius's statements provided no assurance that Schleig would be employed until November, 1989. Silvius's statements to Schleig do not convey an intention to establish an employment contract with Schleig in connection with anything other than the COMSAT/INTELSAT contract. We conclude that Silvius's statements to Schleig are vague and indefinite with respect to an employment contract with COMSAT for a specific period of time.

Like Schleig, Houseknecht and Swank also relied upon representations that the COMSAT/INTELSAT contract would be in effect until November, 1989. In their circumstances, however, the representations took the form of a memorandum distributed on June 24, 1985, which reported the existence of the COMSAT/INTELSAT contract and stated its duration. We find that the June 24, 1988, memorandum was no more than an announcement that positions under the COMSAT/INTELSAT contract were available. With respect to the formation of employment contracts, the memorandum is vague. The memorandum does not state that COMSAT was seeking employees to work for a five year term. The memorandum states that COMSAT had negotiated a contract with INTELSAT for five years and that positions were available in connection with that contract. There is no implied contract between Houseknecht and COMSAT, or Swank and COMSAT on the basis of that memorandum.

Promissory estoppel is a contract validation device which Pennsylvania courts have used when consideration has not been given in exchange for a promise. See Robert Mallery Lumber v. B. & F. Associates, 294 Pa. Super. 503, 440 A.2d 579 (1982) (detrimental reliance supplies consideration necessary for contract formation). Promissory estoppel is unavailable as a basis for relief when a promise is absent. Paul v. Lankenau Hospital, 375 Pa. Super. 1, 543 A.2d 1148, 1153 (1988) (citing Banas v. Matthews International Corp., 348 Pa. Super. 464, 502 A.2d 637, 648 n.12 (1985)). Reliance on the asserted promise must be justified, and if the employer has placed no limit on its freedom of action the promise is illusory. Id.

We have already found that to the extent promises were made to the Plaintiffs in this case, they were made by COMSAT in support of the COMSAT/INTELSAT contract only. The Plaintiffs have presented insufficient evidence to show that they were promised employment with COMSAT regardless of the status of the COMSAT/INTELSAT contract. If, for example, the INTELSAT Board of Governors had not voted to cancel the contract, and COMSAT had then fired the Plaintiffs without cause, the Plaintiffs may well be able to make out a case under the theory of promissory estoppel. This situation, however, is not the case that is before us. The only promise which COMSAT made to the Plaintiffs was that they would have work under the COMSAT/INTELSAT contract. COMSAT kept that promise, but once the underlying COMSAT/INTELSAT contract was repudiated by INTELSAT, COMSAT no longer had any obligations to the Plaintiffs to keep them as employees. To the extent the Plaintiffs relied upon employment with COMSAT for a definite term independent of the COMSAT/INTELSAT contract, such reliance was based solely upon their subjective expectations and not upon any clear promise by COMSAT. Each Plaintiff's reliance upon his expectation of employment with COMSAT for a specific period of time was unjustified.

An appropriate order will entered.

ORDER

1. COMSAT's motion for summary judgment, filed on August 15, 1988, is granted.

2. The Clerk of Court shall enter judgment in favor of COMSAT and against Schleig, Houseknecht, and Swank.

3. The Clerk of the Court shall close this file.

JUDGMENT IN A CIVIL CASE

Decision by Court. This action came to trial or hearing before the Court. The issues have been tried or heard and a decision has been rendered.

IT IS ORDERED AND ADJUDGED that judgment is entered in favor of the Defendant, COMSAT and against Plaintiffs Schleig, Houseknecht and Swank.

Our website includes the main text of the court's opinion but does not include the
docket number, case citation or footnotes. Upon purchase, docket numbers and/or
citations allow you to research a case further or to use a case in a legal proceeding.
Footnotes (if any) include details of the court's decision.

Buy This Entire Record For
$7.95

Official citation and/or docket number and footnotes (if any) for this case available with purchase.